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Form 8-K DENDREON CORP For: Dec 01

December 2, 2014 6:32 AM EST

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section�13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December�1, 2014

Dendreon Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware 001-35546 22-3203193

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1301 2nd Avenue, Seattle, Washington �� 98101
(Address of Principal Executive Offices) �� (Zip�Code)

Registrant�s telephone number, including area code: (206)�256-4545

Not applicable.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item�7.01.��Regulation FD Disclosure.

As previously announced, on November�10, 2014, Dendreon Corporation (the �Company�) and its wholly owned subsidiaries, Dendreon Holdings, LLC, Dendreon Distribution, LLC and Dendreon Manufacturing, LLC (collectively, together with the Company, the �Debtors�) filed voluntary petitions for relief (the �Chapter 11 Cases�) under Chapter�11 of Title 11 of the United States Code (the �Bankruptcy Code�) in the United States Bankruptcy Court for the District of Delaware (the �Bankruptcy Court�).

On December�1, 2014, the Debtors filed with the Bankruptcy Court their periodic report as required by Rule 2015.3 of the Federal Rules of Bankruptcy Procedure (the �Periodic Report�) relating to the Company�s non-Debtor subsidiaries.�The Periodic Report is attached hereto as Exhibit�99.1.

Cautionary Statement Regarding the Periodic Report

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Periodic Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Periodic Report is limited in scope and has been prepared solely for the purpose of complying with requirements of the Bankruptcy Court. The Periodic Report was not reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment. The financial statements in the Periodic Report are not prepared in accordance with accounting principles generally accepted in the United States (�GAAP�) and, therefore, may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosures.�The Periodic Report also contains information for periods which are shorter or otherwise different from the historical periods required in the Company�s reports pursuant to the Securities Exchange Act of 1934, as amended (the �Exchange Act�), and such information might not be indicative of the Company�s financial condition or operating results for a period that would be reflected in the Company�s financial statements or in its reports pursuant to the Exchange Act. Information set forth in the Periodic Report should not be viewed as indicative of future results.

Cautionary Statements Regarding the Chapter 11 Cases

The Company�s securityholders are cautioned that trading in the Company�s securities during the pendency of the Chapter 11 Cases will be highly speculative and will pose substantial risks. Trading prices for the Company�s securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Company�s Chapter 11 Cases. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.

A plan of reorganization or liquidation will likely result in holders of the Company�s capital stock receiving no distribution on account of their interests and cancellation of their existing stock. If certain requirements of the Bankruptcy Code are met, a Chapter 11 plan can be confirmed notwithstanding its rejection by the Company�s equity securityholders and notwithstanding the fact that such equity securityholders do not receive or retain any property on account of their equity interests under the plan.

Cautionary Statement Regarding Forward-Looking Statements

Certain information in this Current Report and Exhibit 99.1 attached hereto may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report and Exhibit 99.1 attached hereto that are not statements of historical fact and other estimates, projections, future trends and the outcome of events that have not yet occurred referenced in this Current Report and Exhibit 99.1 attached hereto should be considered forward-looking statements. Words such as �anticipate,� �estimate,� �expect,� �project,� �intend,� �plan,� �believe,� �may,� �predict,� �will,� �would,� �could,� �should,� �target� and similar expressions are often used to identify forward-looking statements. Actual results or events could differ materially from those indicated in forward-looking statements as a result of risks and uncertainties, including, among others, the potential adverse impact of the Chapter 11 Cases on the Company�s liquidity or results of operations, changes in the Company�s ability to meet financial obligations during the Chapter 11 process or to maintain contracts that are critical to the Company�s operations, the outcome or timing of the Chapter 11 process and the proposed stand-alone restructuring, asset sale or plan sale (including the occurrence or likelihood of


qualified bids or an auction), the effect of the Chapter 11 Cases or proposed stand-alone restructuring, asset sale or plan sale on the Company�s relationships with third parties, regulatory authorities and employees, proceedings that may be brought by third parties in connection with the Chapter 11 process or the proposed stand-alone restructuring, asset sale or plan sale, Court approval or other conditions or termination events in connection with the proposed stand-alone restructuring, asset sale or plan sale, and the timing or amount of any distributions to the Company�s stakeholders. For a discussion of some of the additional risks and important factors that the Company believes could cause actual results or events to differ from the forward-looking statements that it makes, see the sections entitled �Risk Factors� and �Management�s Discussion and Analysis of Financial Condition and Results of Operations� in the Company�s Quarterly Report on Form 10-Q for the quarter ended September�30, 2014. In addition, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results or events to differ from those contained in any forward-looking statements. Accordingly, you should not place undue reliance on any forward-looking statements contained in this Current Report or Exhibit 99.1 attached hereto. Any forward-looking statements speak only as of the date of this Current Report. The Company undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

Limitation on Incorporation by Reference

In accordance with General Instruction B.2 of Form�8-K, the information in this Item�7.01 (including the information in Exhibit 99.1 attached hereto) is being furnished for informational purposes only and shall not be deemed �filed� for purposes of Section�18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. The filing of this current report (including Exhibit�99.1 attached hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation�FD.

Additional Information regarding the Chapter 11 Case

Information about the Chapter 11 process, as well as court filings and other documents related to the reorganization proceedings, is available through the Company�s claims agent, Prime Clerk, at https://cases.primeclerk.com/dendreon or 844-794-3479.�Information contained on, or that can be accessed through, such web site or the Bankruptcy Court�s web site is not part of this Current Report.

Item�9.01.��Financial Statements and Exhibits.

�(d)�Exhibits:

99.1 Periodic Report, dated December�1, 2014.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DENDREON CORPORATION
Date: December�2, 2014 By:��

/s/ Robert L. Crotty

Name: Robert L. Crotty
�Title:

Executive Vice President,

General Counsel and Secretary


INDEX TO EXHIBITS

����Exhibit����
����No.����

Description

99.1 Periodic Report, dated December�1, 2014.

Exhibit 99.1

B26 (Official Form 26) (12/08)

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

X ����
: ���� Chapter 11

In re

: ���� Case No. 14-12515 (PJW)

DENDREON CORPORATION, et al.,

: ���� Jointly Administered
: ����

������������������������� ������������������������������� Debtors.1

����
: ����

X ����

PERIODIC REPORT REGARDING VALUE, OPERATIONS AND

PROFITABILITY OF ENTITIES IN WHICH THE ESTATE OF DENDREON CORPORATION

HOLDS A SUBSTANTIAL OR CONTROLLING INTEREST

This is the report as of December�31, 2013�& June�30, 2014 on the value, operations and profitability of those entities in which the Debtors� estates hold a substantial or controlling interest, as required by Bankruptcy Rule 2015.3. The estate of Dendreon Corporation holds a substantial or controlling interest in the following entity:

Name of Entity ��

������Interest�of�the������
Estate

Dendreon Holdings B.V.

��

100%

Dendreon Operations B.V.

��

100%

Dendreon Germany GmbH

��

100%

Dendreon UK Limited

��

100%

This periodic report (the �Periodic Report�) consists of three exhibits for each entity listed above. Exhibit A contains a valuation estimate for each entity as of a date not more than two years prior to the date of this report. It also contains a description of the valuation method used. Exhibit B is presented in columnar format for each entity and contains a balance sheet, a statement of operations, a statement of cash flows and a statement of changes in shareholders� or partners� equity (deficit) for the period covered by the Periodic Report, along with summarized footnotes. Exhibit C contains a description of the business operations of these entities.

1 The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Dendreon Corporation (3193), Dendreon Holdings, LLC (8047), Dendreon Distribution, LLC (8598)�and Dendreon Manufacturing, LLC (7123). The address of the Debtors� corporate headquarters is 1301 2nd Avenue, Seattle, Washington 98101.


B26 (Official Form 26) (12/08) � Cont.

THIS REPORT MUST BE SIGNED BY A REPRESENTATIVE OF THE TRUSTEE OR DEBTOR IN POSSESSION.

The undersigned, having reviewed the above listing of entities in which the estate of Dendreon Corporation holds a substantial or controlling interest, and being familiar with the Debtors� financial affairs, verifies under the penalty of perjury that the listing is complete, accurate and truthful to the best of his/her knowledge.

Date:��December�1, 2014

/s/ Gregory R. Cox

Signature of Authorized Individual

Gregory R. Cox

Name of Authorized Individual

Interim Chief Financial Officer

Title of Authorized Individual

2


B26 (Official Form 26) (12/08) � Cont.

Notes to Periodic Report Required by Bankruptcy Rule 2015.3

The financial statements contained in this Periodic Report are unaudited. While management of the Debtors and their affiliates have made every reasonable effort to ensure that these financial statements are accurate and complete based upon information that was available at the time of preparation, the subsequent receipt of information may result in material changes in the data contained in these financial statements, and inadvertent errors or omissions may exist. To the extent the Debtors discover additional information that may differ materially from the information set forth in the financial statements contained herein, the Debtors may amend, supplement or otherwise modify this Periodic Report to reflect such changes. Accordingly, the Debtors reserve all rights to amend, supplement or otherwise modify this Periodic Report as they deem necessary or appropriate.

1. Reservation of Rights. Nothing contained in this Periodic Report shall constitute a waiver of any of the Debtors� rights or an admission with respect to their chapter 11 cases including, but not limited to, matters involving objections to claims, substantive consolidation, equitable subordination, defenses, characterization or re-characterization of contracts, assumption or rejection of contracts under the provisions of chapter 3 of title 11 of the United States Code (the �Bankruptcy Code�) and/or causes of action under the provisions of chapter 5 of the Bankruptcy Code or any other relevant applicable laws to recover assets or avoid transfers.

2. Basis of Presentation. The financial statements contained herein were not intended to reconcile to any financial statements otherwise prepared or distributed by the Debtors or any of the Debtors� affiliates. Significant efforts have been put forth to attribute the assets and liabilities to the proper legal entity. However, the Debtors� accounting systems, policies, and practices were developed with a view to producing consolidated reporting, rather than by legal entity. Accordingly, the Debtors reserve all rights to supplement or amend any financial statements contained in this Periodic Report.

Moreover, given, among other things, the uncertainty surrounding the collection and ownership of certain assets and the valuation and nature of certain liabilities, to the extent that a non-debtor entity shows more assets than liabilities, this is not an admission that the non-debtor entity was solvent at the Petition Date or at any time prior to the Petition Date, including the date as of or for the period of any financial statements or other financial information included in this Periodic Report. Likewise, to the extent that a non-debtor entity shows more liabilities than assets, this is not an admission that the non-debtor entity was insolvent at the Petition Date or at any time prior to the Petition Date, including the date as of or for the period of any financial statements or other financial information included in this Periodic Report.

3. Current values. Unless otherwise indicated, the basis for all current values included in this Periodic Report was the net book value from relevant corporate books and records as of the close of business on December�31, 2013�& June�30, 2014. The net book value as of December�31, 2013�& June�30, 2014 may not reflect the current value of the respective assets.

For the reasons discussed above, the Debtors caution readers not to place undue reliance upon the information contained in this Periodic Report. For further information, please refer to the consolidated financial statements and footnotes thereto in the respective Annual Report on Form 10-K for the fiscal year ended December�31, 2013 and the Quarterly Report on Form 10-Q for the period ended June�30, 2014 for the Debtors and other filings by the Debtors with the Securities and Exchange Commission.

3


EXHIBIT A


Dendreon Corporation

Exhibit A - Schedule of Foreign Subsidiaries

Name of Entity �� Interest of the Estate �� Valuation Estimate

Dendreon Holdings B.V.

�� 100%�� �� $��������������� ����������������������������������������� ������������������������85,104��

Dendreon Operations B.V.

�� 100% (wholly owned subsidary of Holdings B.V.)�� �� $��������������� ����������������������������������������� ������������������������23,059��

Dendreon Germany GmbH

�� 100% (wholly owned subsidary of Holdings B.V.)�� �� $��������������� ����������������������������������������� ������������������������31,923��

Dendreon UK Limited

�� 100% (wholly owned subsidary of Holdings B.V.)�� �� $��������������� ����������������������������������������� ���������������������������������0��

NOTE: Valuations are based on net book value as of 6/30/14. Dendreon UK Limited is a UK subsidiary formed for the eventual sale and delivery of PROVENGE. As of 6/30/14, the company did not have any assets or liabilities.


EXHIBIT B


Dendreon Holdings BV

Comparative Balance Sheets

(Unaudited)

�� ������June�30,�2014������ �� ����December�31,�2013����

Assets

�� ��

Current Assets

�� ��

Cash

�� ��$ 22,866�� �� �� ��$ 23,337�� ��
��

��

Total current assets

�� 22,866�� �� �� 23,337�� ��

Other Assets

�� ��

Investment in subsidiaries

�� 61,767�� �� �� 61,767�� ��
��

��

Total other assets

��

61,767��

��

��

61,767��

��

��

��

Total Assets

�� ��$ 84,633�� �� �� ��$ 85,104�� ��
��

��

Liabilities and Owner�s Equity

�� ��

Liabilities

�� ��

Total liabilities

�� ��$ -������ �� �� ��$ -������ ��

Owner�s Equity

�� ��

Owner�s investment

�� 25,708�� �� �� 25,708�� ��

Additional paid in capital

�� 61,767�� �� �� 61,767�� ��

Accumulated deficit

�� (1,695)� �� �� (1,477)� ��

Accumulated other comprehensive loss

�� (1,147)� �� �� (894)� ��
��

��

Total owner�s equity

��

85,104��

��

��

85,104��

��

��

��

Total Liabilities and Owner�s Equity

�� ��$ 85,104�� �� �� ��$ 85,104�� ��
��

��


Dendreon Operations BV

Comparative Balance Sheets

(Unaudited)

June�30,�2014 ����December�31,�2013����

Assets

Current Assets

Cash

��$ 23,059�� �� ��$ 23,533�� ��

Total current assets

23,059��

��

23,533��

��

Total Assets

��$ 23,059�� �� ��$ 23,533�� ��

Liabilities and Owner�s Equity

Liabilities

Total liabilities

��$ -������ �� ��$ -������ ��

Owner�s Equity

Owner�s investment

25,904�� �� 25,904�� ��

Accumulated deficit

(1,493)� �� (1,275)� ��

Accumulated other comprehensive income

(1,352)� �� (1,096)� ��

Total owner�s equity

23,059��

��

23,533��

��

Total Liabilities and Owner�s Equity

��$ 23,059�� �� ��$ 23,533�� ��


Dendreon Germany GmbH

Comparative Balance sheets

(Unaudited)

��June�30,�2014�� ����December�31,�2013����

Assets

Current Assets

Cash

��$ 31,923�� �� ��$ 32,611�� ��

Total current assets

31,923��

��

32,611��

��

Total Assets

��$ 31,923�� �� ��$ 32,611�� ��

Liabilities and Owner�s Equity

Liabilities

Total liabilities

��$ -������ �� ��$ -������ ��

Owner�s Equity

Owner�s investment

35,863�� �� 35,863�� ��

Accumulated deficit

(2,168)� �� (1,834)� ��

Accumulated other comprehensive loss

(1,771)� �� (1,417)� ��

Total owner�s equity

31,923��

��

32,611��

��

Total Liabilities and Owner�s Equity

��$ 31,923�� �� ��$ 32,611�� ��


Dendreon Holdings BV

Statement of Operations

(Unaudited)

�� ����Six�Months�Ended����
June�30, 2014
����Year�Ended�Dec�31,�����
2013
��

$ (dollars)

$ (dollars)

Revenues:

��

Total Revenues

�� ��$ -������ �� ��$ -������ ��
��

Expenses:

��

General and administrative

�� 218�� �� 612�� ��
��

Total Expenses

�� 218�� �� 612�� ��

Operating loss

��

(218)�

��

(612)�

��

Exchange rate differences

�� (253)� �� 1,040�� ��
��

Net Income (Loss)

�� ��$ (471)� �� ��$ 428�� ��
��


Dendreon Operations BV

Statement of Operations

(Unaudited)

�� ����Six�Months�Ending����
June�30, 2014
����Year�Ending�Dec�����
31,�2013
�� $ (dollars) $ (dollars)

Revenues:

��

Total Revenues

�� ��$ -������ �� ��$ -������ ��
��

Expenses:

��

General and administrative

�� 218�� �� 612�� ��
��

Total Expenses

�� 218�� �� 612�� ��

Operating loss

��

(218)�

��

(612)�

��

Exchange rate differences

�� (256)� �� 1,048�� ��
��

Net Income (Loss)

��

��$

(474)�

��

��$

436��

��

��


Dendreon Germany GmbH

Statement of Operations

(Unaudited)

�� ����Six�Months�Ending����
June 30, 2014
�� ��Year�Ending�Dec�31,��
2013
�� $ (dollars) �� $ (dollars)

Revenues:

�� ��

Total Revenues

�� ��$ -������ �� �� ��$ -������ ��
��

��

Expenses:

�� ��

General and administrative

�� 334�� �� �� 645�� ��
��

��

Total Expenses

�� 334�� �� �� 645�� ��

Operating loss

�� (334)� �� �� (645)� ��

Exchange rate differences

�� (354)� �� �� 1,435�� ��
��

��

Net Income

�� ����$ (688)� �� �� ����$ 790�� ��
��

��


Dendreon Holdings BV

Statement of Cash Flows

(Unaudited)

��For�the�Six�Months��
Ended June�30,
2014
�� ��For�the�Year�Ended��
Dec 31, 2013
$ (dollars) �� $ (dollars)

Cash flows from operating activities:

��

Net income (loss)

��$ (471)� �� �� ��$ 428�� ��

��

Net cash used in operating activites

(471)� �� �� 428�� ��

��

Cash flows from investing activites:

��

��

Net cash (used in) provided by investing activites

-�� �� �� -�� ��

��

Cash flows from financing activites:

��

Net cash (used in) provided by financing activites

-�� �� �� -�� ��

��

Net increase (decrease) in cash

(471)� �� �� 428�� ��

Cash beginning of period

23,337�� �� �� 22,909�� ��

��

Cash end of period

��$ 22,866�� �� �� ��$ 23,337�� ��

��


Dendreon Operations BV

Statement of Cash Flows

(Unaudited)

��For�the�6�Months��
Ending June�30,
2014
�� For�the�Year
��Ending�Dec�31,��
2013
$ (dollars) �� $ (dollars)

Cash flows from operating activities:

��

Net income (loss)

��$ (474)� �� �� ��$ 436�� ��

��

Net cash used in operating activites

��$

(474)�

��

��

��$

436��

��

��

Cash flows from investing activites:

��

��

Net cash (used in) provided by investing activites

-������ �� �� -������ ��

��

Cash flows from financing activites:

��

Net cash (used in) provided by financing activites

��$ -������ �� �� ��$ -������ ��

��

Net decrease in cash

��$ (474)� �� �� ��$ 436�� ��

Cash beginning of period

23,533�� �� �� 23,097�� ��

��

Cash end of period

��$ 23,059�� �� �� ��$ 23,533�� ��

��


Dendreon Germany GmbH

Statement of Cash Flows

(Unaudited)

�� For�the�6
��Months�Ending��
June�30, 2014
�� ��For�the�Year��
Ending�Dec�31,
2013
�� $��(dollars) �� $��(dollars)

Cash flows from operating activities:

�� ��

Net income (loss)

�� ��$ (688)� �� �� ��$ 790�� ��
��

��

Net cash used in operating activites

��

(688)�

��

��

790��

��

��

��

Cash flows from investing activites:

�� ��
��

��

Net cash (used in) provided by investing activites

�� -������ �� �� -������ ��
��

��

Cash flows from financing activites:

�� ��

Net cash (used in) provided by financing activites

�� -������ �� �� -������ ��
��

��

Net decrease in cash

�� (688)� �� �� 790�� ��

Cash beginning of period

�� 32,611�� �� �� 31,821�� ��
��

��

Cash end of period

�� ��$ 31,923�� �� �� ��$ 32,611�� ��
��

��


Dendreon Holdings BV

Statement of Changes in Owner�s Equity

(Unaudited)

�� $ (dollars)
�� Owner�s
Investment
�� Subsidiaries
Investment
�� Accumulated
Deficit
�� AOCI ��

Owner�s

Equity

Balance, December�31, 2011

�� ��$ 25,708� �� �� ��$ 61,767� �� �� ��$ (449)� �� �� ��$ (2,364)� �� �� ��$ 84,662�� ��

Net loss

�� -����� �� �� -����� �� �� (416)� �� �� �� (416)� ��

Other comprehensive income

�� �� �� �� 430�� �� �� 430�� ��
�� �� �� �� ��
��

��

��

��

��

Balance, December�31, 2012

�� ��$ 25,708� �� �� ��$ 61,767� �� �� ��$ (865)� �� �� ��$ (1,934)� �� �� ��$ 84,676�� ��
��

��

��

��

��

Net loss

�� -����� �� �� -����� �� �� (612)� �� �� �� (612)� ��

Other comprehensive income

�� �� �� �� 1,040�� �� �� 1,040�� ��
�� �� �� �� ��
��

��

��

��

��

Balance, December�31, 2013

�� ��$ 25,708� �� �� ��$ 61,767� �� �� ��$ (1,477)� �� �� ��$ (894)� �� �� ��$ 85,104�� ��
��

��

��

��

��

Net loss

�� -� �� �� -� �� �� (218)� �� �� �� (218)� ��

Other comprehensive loss

�� �� �� �� (253)� �� �� (253)� ��
�� �� �� �� ��
��

��

��

��

��

Balance, June�30, 2014

�� ��$ ������������25,708� �� �� ��$ ������������61,767� �� �� ��$ ������������(1,695)� �� �� ��$ ������������(1,147)� �� �� ��$ ������������84,633�� ��
��

��

��

��

��


Dendreon Operations BV

Statement of Changes in Owner�s Equity

(Unaudited)

�� $ (dollars)
�� Owner�s
Investment
�� Accumulated
Deficit
�� AOCI �� Owner�s
Equity

Balance, December�31, 2011

�� ��$ 25,904�� �� �� ��$ (34)�� �� �� ��$ (2,580)�� �� �� ��$ 23,290��� ��

Net loss

�� �� (629)�� �� �� �� (629)�� ��

Other comprehensive income

�� �� �� 436��� �� �� 436��� ��
�� �� �� ��
��

��

��

��

Balance, December�31, 2012

�� ��$ 25,904�� �� �� ��$ (663)�� �� �� ��$ (2,144)�� �� �� ��$ 23,097��� ��
��

��

��

��

Net loss

�� -������ �� �� (612)�� �� �� �� (612)�� ��

Other comprehensive income

�� �� �� 1,048��� �� �� 1,048��� ��
�� �� �� ��
��

��

��

��

Balance, December�31, 2013

�� ��$ 25,904�� �� �� ��$ (1,275)�� �� �� ��$ (1,096)�� �� �� ��$ 23,533��� ��
��

��

Net loss

�� -������ �� �� (218)�� �� �� �� (218)�� ��

Other comprehensive loss

�� �� �� (256)�� �� �� (256)�� ��
�� �� �� ��
��

��

��

��

Balance, June�30, 2014

�� ��$ ��������������25,904�� �� �� ��$ ����������(1,493)�� �� �� ��$ ����������(1,352)�� �� �� ��$ ��������������23,059��� ��
��

��

��

��


Dendreon Germany GmbH

Statement of Changes in Owner�s Equity

(Unaudited)

�� $ (dollars)
�� Owner�s
Investment
�� Accumulated
Deficit
�� AOCI ��

Owner�s

Equity

Balance, December�31, 2011

�� ��$ 35,863�� �� �� ��$ (561)�� �� �� ��$ (3,443)�� �� �� ��$ 31,858��� ��

Net loss

�� �� ��$ (628)�� �� �� �� ��$ (628)�� ��

Other comprehensive income

�� �� �� ��$ 591��� �� �� ��$ 591��� ��
�� �� �� ��
��

��

��

��

Balance, December�31, 2012

�� ��$ 35,863�� �� �� ��$ (1,189)�� �� �� ��$ (2,852)�� �� �� ��$ 31,821��� ��
��

��

��

��

Net loss

�� -������ �� �� (645)�� �� �� �� (645)�� ��

Other comprehensive income

�� �� �� 1,435��� �� �� 1,435��� ��
��

��

��

��

Balance, December�31, 2013

�� ��$ 35,863�� �� �� ��$ (1,834)�� �� �� ��$ (1,417)�� �� �� ��$ 32,611��� ��
��

��

Net loss

�� �� (334)�� �� �� �� (334)�� ��

Other comprehensive loss

�� �� �� ��$ (354)�� �� �� (354)�� ��
��

��

��

��

Balance, June�30, 2014

�� ��$ ��������������35,863�� �� �� ��$ ����������(2,168)�� �� �� ��$ ����������(1,771)�� �� �� ��$ ��������������31,923��� ��
��

��

��

��


EXHIBIT C


Dendreon Corporation

Exhibit C - Description of Operations

Foreign Subsidiaries:

Dendreon Holdings B.V.

Dendreon Operations B.V.

Dendreon Germany GmbH

Dendreon UK Limited

The Foreign Subsidiaries are 100% owned and controlled by Dendreon Corporation and were formed for the eventual manufacture, distribution and sale of PROVENGE in the E.U. as part of an overall E.U. expansion plan. The E.U. expansion is currently in its early stages and as of 6/30/14 there was no commercial production or delivery of PROVENGE in the E.U.



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